— OTS OF FIRST MEETING OF DIRECTORS ——

OF
|| WORLDWAY LIMITED
Vo —
HELD AT SUITE 31 DON HOUSE, 30-38 MAIN STREET, GIBRALTAR |
I ‘ON THE 18TH DAYOF JULY 2001 4:00 PM.
AT
PRESENT: Raymond Kearney |
| Elizabeth Kacale
CHAIRMAN: 16 was resolved tht Raymond Kearney be elected Chairman of the |
meeting.
| IT WAS NOTED:
| CERTIFICATEON: F That the Company was incorporated on 6th June, 2001 |
INCORPORATIO CertificateNo: 80824
FIRST That the subscribers (0 Elizab the Memorandum of Associ ation appointed
| DIRECTORS: and
Raymond Kearnitseyincorp eth Kneale persons direct
to be first ors of the
I Company after oratio n and hat these were named as |
| the company in produced to the meeting and noted.rar of
{irs directorsofcopy state ment delive red to the Regist
Companies, a ofwhich was
| mst That R. E. Services Limit ed, having consented (0 30 act, was appointed
| SECRETARY: secretaryof the company.
| was fled with thenyRegist stating (hat
rar of Companies, 30-38
REGISTERED That a statementoffice of the compa is Suite 31 Don House Main
| rece: he registered
| Street, Gibraltar.
SUBSCRIBER fbers 1 theshares
hat the subsementi randy:~um of Assocation had agreed o |
MemoNamel
fama ake the under oned ,
| Raymond Keareny Sisa xinararyy shares pound.:
of on e pound |
Elizabeth Kncal Six ordin sharesofon
IT WAS RESOLVED:
SEAL: To approve the seal of the compaseal ny produced to the meeting andi was
directed that an impression of the be made upon these minutes.
| rans: hat the following share transfers be and hereby are approved: Il
From Elizabeth Kneale to Raymond Kearney
| sme “That share certificates be sued under seaa hereinunder:- |
| cermmcates: Cert. No. 1 Raymond Kearney ~~ 12 ordinary shares.
|

|| THERE BEING'NO OTHER BUSINESS THE MEETING THEN CONCLUDED

I| CHAIRMAN:
| [
| pare: ssrmavLy2m
1
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———
I
 | |
- 1 — —
WORLDWAY LIMITED

WRITTEN RESOLUTION OF DIRECTOR PASSED PURSUANT

TO ARTICLE 18 OF THE ARTICLES OF ASSOCIATION ON
| THE 18TH DAY OF JULY, 2001, AT 4:30 P.M.

IT WAS RESOLVED:
1. To appoint the following person as Joint Secretary of the Company in addition to
R.E. Services Limited, they having consented to so act:
Jesse Grant Hester, Apartment No.9,8 Florinis Street, Nicosia 1065, Cyprus.
2. To accept the resignationofRaymond Kearney as Director of the Company with
I effect as of today’s date and time and after completion and signing of this |
I Resolution. The following persons are hereby appointed Directors of the
| Company, having consented o 50 act:
| Jesse Grant Hester, Apartment No.9, 8 Florinis Street, Nicosia 1065, Cyprus.
Alastair Matthew Cunningham, Apartment No.2,8 Florinis Street, Nicosia 1065,
Cyprus.
|
3. Thatthe following share transfers be and are hereby approved:
| From Raymond Kearney to Jesse Grant Hester, Alastair Matthew Cunningham

|
| 4 That Share Certificate number 1 be cancelled and new certificates be issued |
under seal a follows: |
|
| Cert. No. 2. to Jesse Grant Hester |
Cert, No. 3. to Alastair Mathew Cunningham
I \ |

| RAYMOND REARNE: |
I |
I| DATED THE 18TH DAY OF JULY, 2001 1
| /

I I
 WORLDWAY LIMITED

| PRE-INCORPORATION MEMORANDUM OF ASSOCIATION |

1, Raymond Kearney, being the sole Subscriber to the Memorandum of Association of |

| the above Company, hereby appoint R. E. Services Limited to be Secretary of the
‘Company. I also propose and agree to become first Director of the Company after its
incorporation. ||

Lan, |

‘We, R. E. Services Limited of Suite 31 Don House, 30-38 Main St, Gibraltar, hereby
consent (6 our appointment as Secretary of the Company.
\
20
RA NEY
| pmecror
| RE.SERVICES LIMITED |
1, Raymond Kearney, hereby consent to my appointment as Director of the Company
after its incorporation.

|
ND v

| |

| DATED THE 31ST DAY OF MAY, 2001

|I |0
Il

RESIGNATIONS

TO THE DIRECTORS: ~~ WORLDWAY LIMITED

Dear Sirs,
1, Raymond Kearney hereby tender my resignation as Director of the above mentioned
Company with effect from the undermentioned date and I acknowledge that I have no
claims whatsoever against the Company.

) |

RAYMOND) E

DATED THE 18TH DAY OF JULY, 2001

i [ll

0:
DATE:
NAME OF THE COMPANY: VORLDVAY LIMITED
DEAR SIR,
PLEASE ACCEPT THIS LETTER AS MY RESIGNATION AS NOMINEE OF
THE ABOVE NAMED COMPANY WITH EFFECT FROM THE ABOVE DATE
|| HEREOF AND I ACKNOWLEDGE THAT I HAVE NO CLAIMS WHATSOEVER |
| AGAINST THE COMPANY FOR COMPENSATION FOR LOSS OF OFFICE OR |
| OTHERWISE HOWSOEVER. 1

vouss svcemsry, |
I |
om I
mm
JESSE GRANT HESTER |
i i|
| DEAR SIR,
| I
| PLEASE ACCEPT THIS LETTER AS MY RESIGNATION AS NOMINEE OF |
THE ABOVE NAMED COMPANY WITH EFFECT FROM THE ABOVE DATE
HEREOF AND I ACKNOWLEDGE THAT I HAVE NO CLAIMS WHATSOEVER
| AGAINST THE COMPANY FOR COMPENSATION FOR LOSS OF OFFICE OR |
||
I| OTHERWISE HOWSOEVER.

YOURS SINCERELY,

rT
ALASTAIR MATTHEW CUNNINGHAM i

i
 NOMINEE DIRECTOR, SECRETARY & SHAREHOLDER DECLARATION |
I, JESSE GRANT HESTER
OF APARTMENT NO. 9, 8 FLORINIS STREET, NICOSIA 1065,
CYPRUS, HAVING AGREED THE APPOINTMENT AS NOMINEE DIRECTOR,
SECRETARY & SHAREHOLDER OF
WORLDWAY LIMITED |

| HEREBY ACKNOWLEDGE THAT THIS APPOINTMENT IS IN THE CAPACITY

| OF NOMINEE AND I HAVE NO CLAIM WHATSOEVER AGAINST ANY
ASSETS OF THIS COMPANY AND/OR IT’S BENEFICIAL OWNER/S.

I DECLARE AND SAY THAT DURING MY TENURE AS NOMINEE, WE

SHALL ONLY ACT UPON INSTRUCTION FROM THE BENEFICIAL OWNER/S
OR HIS/THEIR AGENTS IN SUCH A WANNER AS WILL PRONOTE AND |
FURTHER THE OBJECTS OF THE SAID COMPANY AT ALL TIMES AND T |
ACKNOWLEDGE THAT I SHALL HAVE NO CLAINS AGAINST THE CONPANY
FOR COMPENSATION FOR LOSS OR OFFICE UPON MY REMOVAL OR
DISMISSAL.
THE SHARES OF THE COMPANY NOW REGISTERED IN MY NAME, ARE
OUR PROPERTY AND ARE HELD BY ME IN TRUST FOR YOU, AND 1
UNDERTAKE TO DEAL WITH SUCH SHARES AND ALL DIVIDENDS AND
OTHER MONIES AND PROPERTY RECEIVABLE IN RESPECT THEREOF AND
TO EXERCISE ALL VOTING AND OTHER RIGHTS WHICH NAY APPERTAIN
TO ME AS HOLDER THEREOF, IN SUCH MANNER AS YOU OR YOUR
AGENT MAY FROM TIME TO TIME DIRECT.
AND I AUTHORISE YOU TO COMPLETE IN ANY WAY YOU MAY THINK
FIT THE BLANK TRANSFER OF SUCH SHARES WHICH I HAVE EXECUTED
AND HANDED 70 YOU.
DATED THIS 18/07/2001

I
=
JESSE GRANT HESTER

I
[ll I
i I

|
NOMINEE DIRECTOR & SHAREHOLDER. DECLARATION |
iter
i OF APARTMENT NO. 2, 8 FLORINIS STREET, NICOSIA 1065, |
|
| CYPRUS, HAVING AGREED THE APPOINTMENT AS NOMINEE DIRECTOR |
| & suarenoroER OF I
| WORLDWAY LIMITED |

OF NOMINEE AND I HAVE NO CLAIM WHATSOEVER AGAINST ANY

| assexs or murs comemwy ano/oR Tvs BENEETCIAL OWNER/S. |
Il I DECLARE AND SAY THAT DURING MY TENURE AS NOMINEE, WE |
ia
| OR HIS/THEIR AGENTS IN SUCH A MANNER AS WILL PROMOTE AND |
[frome mie)ouasons cn ae ship omens janes preens sol)
| ACKNOWLEDGE THAT I SHALL HAVE NO CLAIMS AGAINST THE COMPANY
Ce a]
| orswrssac. |
|
| THE SHARES OF THE COMPANY NOW REGISTERED IN MY NAME, ARE
Soars vs Sonar ToS ats
UNDERTAKE TO DEAL WITH SUCH SHARES AND ALL DIVIDENDS AND
re
Re |
TO EXERCISE ALL VOTING AND OTHER RIGHTS WHICH MAY APPERTAIN
| AGENT MAY FROM TINE TO TIME DIRECT.
|
|
aL Sori noe Ym Slee)
| FIT THE BLANK TRANSFER OF SUCH SHARES WHICH I HAVE EXECUTED |
| aw #avDED TO YoU. I
| DATED THIS 18/07/2001
i
i
fi[4
ett ~/
SIGNED —m——=mmmm———lmmeee
ALASTAIR MATTHEW CUNNINGHAM
|
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